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Exhibit 10.69
RELEASE AND
NON-COMPETITION AGREEMENT
In consideration of their mutual promises and agreements, and
subject
to the terms and conditions set forth below
in this agreement, National City
Corporation, a Delaware corporation
("National City"), and Jose Armando Ramirez
("Executive") hereby agree as follows:
1.
Executive agrees that his last day of active work will be November
1,
2005 (the "Separation Date"). In order to avoid unfavorable
consequences of Code Section 409A, Executive will be placed on
an
unpaid leave of absence from the Separation Date until May 1,
2006.
National City agrees to pay Executive bi-monthly salary
continuation
payments of $18,055, subject to the limitations contained in
paragraphs
22 and 31 herein, during the period beginning on May 1, 2006 and
ending
October 31, 2007 (or such earlier time as set forth in paragraph
22
herein) (the "Salary Continuation Period," the last day of such
period
being the "Final Service Date"), in the same manner as Executive's
base
salary was paid prior to the Separation Date.
2.
During the Executive's unpaid leave of absence and Salary
Continuation
Period, National City will provide Executive those benefits and
perquisites that are provided to employees generally without regard
to
officer title, salary grade, level or status, to the extent that
those
benefits and perquisites were provided to Executive prior to
the
Separation Date, except that Executive's coverage under the Long
Term
Disability Option under the National City Corporation Welfare
Benefits
Plan, the National City Executive Long-Term Disability Plan
(the
"Disability Plan"), the National City Corporation Short Term
Disability
Payment Policy, National City's vacation policy and the National
City
Corporation Severance Benefits Plan shall end on the Separation
Date.
In the event that the Executive becomes employed by a new employer
and
is eligible to receive health insurance and/or other welfare
benefits
("New Coverage") the welfare benefits coverage provided under
this
paragraph shall be secondary to such New Coverage.
3. For
purposes of all deferred compensation plans, Executive will be
deemed to be an active employee through the Salary Continuation
Period.
Executive's balances in the deferred compensation plans
("Deferred
Plans") will be paid to Executive in accordance with the Deferred
Plans
and Executive's then current election(s).
4.
Executive hereby agrees to have his participation and any
rights,
benefits or claims he has in the National City Corporation
Management
Incentive Plan for Senior Officers ("Short Term Plan") terminated
as
the date hereof. National City will pay Executive a single,
lump-sum
gross amount of $ 385,000.00 in lieu of any payments pursuant to
the
Short Term Plan. This payment shall be made within 2 pay periods of
the
date on which this agreement is fully executed (the "Effective
Date").
5. For
purposes of vesting any awards that have been made pursuant to
the
National City Corporation Retention Plan for Executive Officers
(the
"Retention Plan"), Executive will be treated as being an
employee
through the Salary Continuation Period and that his employment
was
terminated by reason of action initiated by National City other
than
for termination for cause, and pursuant to the terms of the
Retention
Plan any such awards which are not vested as of the Final Service
Date
shall vest as of such date.
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6.
Executive hereby agrees to have his participation and any
rights,
benefits or claims he has in the National City Corporation Amended
and
Restated Long-Term Incentive Compensation Plan for Senior Officers
(the
"Long-Term Plan") and any plan cycle awards granted pursuant to
the
National City Corporation Long-Term Cash and Equity Incentive Plan
(the
"New Long-Term Plan") terminated as of the Effective Date.
National
City will pay Executive a single, lump-sum gross amount of
$115,000.00
in lieu of any payments pursuant to the Long-Term Plan and any and
all
plan cycle awards under the New Long-Term Plan. Executive will not
be
recommended to participate in any future plan cycles of the New
Long-Term Plan. This payment shall be made within 2 pay periods of
the
Effective Date.
7. For
purposes of vesting and exercising any stock options granted to
Executive pursuant to the New Long-Term Plan, National City
Corporation
2001 Stock Option Plan, as amended and restated, the National
City
Corporation 1997 Stock Option Plan, as amended and restated, and
the
National City Corporation 1993 Stock Option Plan, as amended
and
restated, (collectively the "Stock Option Plans") Executive will
be
treated as being in the continuous employ of National City during
his
unpaid leave of absence and through the Salary Continuation
Period,
subject to approval by the Compensation and Organization Committee
of
the Board of Directors of National City Corporation of the unpaid
leave
of absence. Further, for purposes of vesting and exercising any
stock
options granted to Executive pursuant to the plans identified in
this
paragraph, Executive's separation of employment will be treated as
a
"negotiated termination", as that term is used in the stock
option
award agreements by and between Executive and National City and
any
unvested stock option awards held by Executive as of the Final
Service
Date pursuant to the subject Stock Option Plans shall fully vest
and
become exercisable as of such date.
8. For
purposes of vesting of restricted stock granted to Executive
pursuant to the New Long-Term Plan and the National City
Corporation
1997 Restricted Stock Plan, as amended and restated, Executive will
be
treated as being an employee through the Salary Continuation
Period.
9.
National City shall continue to provide life insurance pursuant to
the
split dollar agreement, as amended, on the same terms as provided
to
similarly situated executives through the Separation Date.
Executive's
rights, if any, to policy conversion and the Corporation's right
to
premium recovery shall be resolved according to the terms of the
split
dollar life insurance agreement, as amended.
10. Subject to
paragraph 31 herein, National City will pay for tax return
preparation services provided to Executive by National City
Private
Client Group ("PCG") in connection with tax years 2005, 2006 and
2007.
National City will pay for financial planning services provided
to
Executive by PCG in 2005 and 2006.
11. As of the
Effective Date, Executive hereby agrees to the termination of
the Severance Agreement, entered into by and between National
City
Corporation and Executive, dated December 18, 1995, as amended
on
November 24, 1997 and December 18, 2000.
12. All payments of base salary,
other compensation, benefits and
perquisites shall be made less withholding for all amounts that
National City and/or its Affiliates (as hereinafter defined)
are
required to withhold and all amounts that Executive has
authorized
National City and/or its Affiliates to withhold.
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13. Executive
waives any and all rights and/or claims to any payment,
benefit, program, perquisite, award or compensation that he is or
may
be entitled except as provided in paragraphs 2 through 10 and 15
of
this agreement.
14. A.
Executive hereby releases and waives any and all rights and
claims
that he may have against National City and/or its Affiliates
arising
out of his employment with National City and/or its Affiliates,
the
cessation of his active work hereunder, the termination of his
employment hereunder, or any circumstances surrounding or
statements
made in connection with the cessation of his active work, or
the
termination of his employment. This agreement includes, but is
not
limited to, rights, benefits or claims under any federal, state,
or
local law concerning employment relationships or employment
discrimination including rights under the Age Discrimination in
Employment Act of 1967, 29 U.S.C. Section 621, et seq., as
amended.
B. National City and/or its Affiliates hereby releases and waives
any
and all rights and claims that they may have against Executive
arising
out of and within the course and scope of his employment with
National
City and/or its Affiliates, the cessation of his active work
hereunder,
the termination of his employment hereunder, or any
circumstances
surrounding or statements made in connection with the cessation of
his
active work, or the termination of his employment. This
agreement
includes, but is not limited to, rights, benefits or claims under
any
federal, state, or local law.
15. This
agreement does not include, and Executive does not waive any
rights, benefits or claims that Executive may have a) under
workers'
compensation laws, b) pursuant to the indemnification
provisions
contained in the by-laws of National City and/or its Affiliates or
c)
as an additional insured under any director and officer policy
that
National City and/or its Affiliates maintain or have
maintained.
16
Executive acknowledges and agrees that in the performance of his
duties
of employment Executive has acquired knowledge of National
City's
and/or its Affiliates' strategic plans, objectives and
policies.
Executive also acknowledges and agrees that trade secrets and
Confidential Information of National City and/or its Affiliates,
as
defined in paragraph 18 of this agreement, gained by Executive
during
his employment with National City and/or its Affiliates, have
been
developed by National City and/or its Affiliates through
substantial
expenditures of time, effort an
